New requirements for registration of German civil law partnerships in a share register
Clearstream Banking1 informs about amended requirements for the registration of German civil law partnerships (Gesellschaften bürgerlichen Rechts, GbRs) as a shareholder in a share register.
The Act to Modernise the German Law on Partnerships (MoPeG), effective since 1 January 2024, has introduced the possibility for members of a German civil law partnership to enter the GbR in a public register.
In accordance with section 67 paragraph 1 sentence 3 of the Aktiengesetz (AktG, German Stock Corporation Act), the registration in a public register is a mandatory requirement for the registration of a GbR in a share register.
Extract from section 67 of the AktG: Registration in the Share RegisterParagraph 1 sentence 3 stipulates:„Any German civil law partnership can only be entered in the share register and changes of the registration can be done only when the registration in the public register is existing.“ |
With regard to this law, Clearstream Banking has not implemented any changes to the registration process for registered shares. In particular, Clearstream Banking does not perform any specific validations for the routing of first registrations, transcriptions and updates of shareholder data to audit the entry of a GbR in the public register.
As a consequence, instructions sent to Clearstream Banking for registration, de-registration and data changes of a GbR in a share register can cause a rejection by the share register manager when the entry of the GbR in the public register is missing or is not substantiated to the bank.
Impact on clients
Clearstream Banking informs clients about such rejections using the existing Swift message MT510 with matching status „Rejected“ in field :25D: and the reason code provided by the share register manager in field :70D:.
As a consequence of a rejection, the unregistered shares remain as Freier Meldebestand (unregistered positions) and the GbR might not receive the invitation to a general meeting of the company or cannot exercise the voting rights. Rejections will be made for all entries and data changes submitted to the share register since 1 January 2024. Positions submitted up to and including 31 December 2023 are not affected and can remain registered in the share register.
_____________________________
1. This announcement is published by Clearstream Banking AG (CBF), registered office at Mergenthalerallee 61, 65760 Eschborn, Germany, registered with the Commercial Register of the District Court in Frankfurt am Main, Germany, under number HRB 7500.